The Merger and Acquisition Provisions of the ALI Corporate Governance Project as Applied to the Three Steps in The Time-Warner Acquisition

Monday, January 1st, 1996 at 12:00 am by Samuel C. Thompson, Jr.
Samuel C. Thompson, Jr., The Merger and Acquisition Provisions of the ALI Corporate Governance Project as Applied to the Three Steps in The Time-Warner Acquisition, 1996 Colum. Bus. L. Rev. 145

In March 1994, The American Law Institute published its Principles of Corporate Governance: Analysis and Recommendations (“ALI Corporate Governance Project” or “Project”). This Project encompasses numerous aspects of corporate law affecting the general management of “substantial enterprises,” including the functions and powers of directors and officers; the duty of care; the business judgment rule; the duty of fair dealing; defensive tactics in tender offers; and remedies, such as derivative actions and appraisal proceedings. This article examines the provisions of this Project that have an impact on various forms of mergers and acquisitions, which for this purpose include all forms of business combinations, tender offers, freezeouts and sales of controlling stock interests. Thus, the mergers and acquisitions addressed here encompass transactions that the Project refers to as “transaction[s] in control,” and all other forms of acquisitions addressed in the Project.

Author Information

Dean, University of Miami School of Law.